I need some advise on flow-down clauses. Please bear with me -- I'm on the
steep part of the learning curve.

I'm negotiating with a for-profit firm for a subcontract to a Federal prime
contract. The prime has been in place for many years and its included
clauses have not been recently updated; my subcontract is new. My sponsor
(the for-profit) is flowing down clauses which have been revised, have been
deleted from the FAR, etc. altogether, or are not applicable to this type
of contract and/or to an educational institution. My sponsor included a
clause in the General Provisions to accommodate alternate FAR clauses which
apply to educational institutions; any FAR clause in this subcontract
having an alternate for educational institutions shall be considered
substituted.

My questions:

1. Are flowed-down clauses which are no longer in the FAR (or DFARS, etc.)
applicable to the subcontract I'm negotiating? Or are they self-deleting?

2. Do clauses which have been revised and currently have a newer date than
is being flowed down to me apply to my subcontract in their current form,
or in the form applicable to that earlier date?

3. Is the "automatic alternative clause" General Provision a common
contract provision? I can understand substituting, say, ALT II for ALT I,
but can this provision be used to specify a different clause altogether
(e.g. substituting 52.227-11 which applies to educational institutions for
52.227-12 which does not)?

Is there a FAR users guide that explains this type of stuff?

Lee Wood
Sponsored Research
Stanford University

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